A surprise for Alyx
by Lynna B
Summary: Gordon and Barney are hiding something - and Alyx wants to know what it is. ...But her friends are sharing a secret with one another she never expected. Oneshot, romance, erotic. Alyx x Gordon x Barney


A surprise for Alyx

by Lynna

Disclaimer: This story is purely fictional. All credit goes to Valve for creating their wonderful game, including all characters used by me (Barney Calhoun, Gordon Freeman and Alyx Vance).

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Thanks so much to Norn for beta reading. I really appreciate your help and patience, putting this fic into perfect shape.

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- Oneshot – erotic – PWP -

Alyx wasn't sure what was going on. There was an obvious change in her friend's behavior. Those two tried to hide something from her. She didn't know what it was and that fed her curiosity even more. She had overlooked anything in particular without wising up what it could be. There was definitely something deliberately vague about her buddies…

She looked up from her work and placed the chin in her palm, playing with the spanner in her other hand. D.o.g. waited calmly and silently for her to continue and gave a muffled howl when Alyx didn't move anymore. The blank, out of focus look told about her absentmindedness.

"Yeah, just a moment, boy," she murmured, her lips barely moving while still resting her jaw in her hand.

Her brows twitched. She stared into space and felt blindly around to pat her robotic companion, paying no attention to her hand. She hit him with the tool accidently and jumped with the sudden, loud noise of metal scraping against metal.

The robot shook the upper part of his body and lowered his head, flaring the scanner shields around his single, red eye. A flood of small growls, hoots and snarling noises emerged from his massive chest.

Alyx chuckled and stroked the thick steel beam of his left forearm. "You're right. I really should pay attention to what I'm doing."

He hooted quietly.

The young woman sighed. "I wish I know what's going on with the boys," she whispered and looked up into the huge eye right in front of her face. "They behave so strangely lately. And…" She hesitated. "I… just don't know… It gives me a strange flutter in my stomach every time I see them together. They are hiding something. I'm sure of it."

She sighed with a somewhat sad smile playing around her lips before the robot honked, bumping his huge fists on the ground in front of her, playfully shuffling his feet. D.o.g. always wanted to play with her when she was emotionally blue.

"You're sweet. But not now, doggie," she fended off.

Another series of howls and synthetic wails.

Before she was able to say something, she heard the squeaking door hinges and the noise of footsteps coming casually closer. Alyx stood up and craned her neck. When she saw the familiar silhouettes of Gordon and Barney at the other end of the small scrap yard, she turned around to the big robot.

"Stay here," she whispered.

He gave a silent, drawn-out growl that made her face him again, flashing him a stern look that didn't allow any disobedience. D.o.g. obeyed, but protested with a muffled flood of displeased noises.

"I'll be back soon," she mouthed and tiptoed to the other end of the small place, hiding in the deep shadows along the wall.

The friends were unaware about her presence and how the young woman sneaked up behind them. Gordon leant against a wooden beam with folded arms and watched his companion. Barney rummaged through a wooden crate, pulling and pushing endless amounts of excelsior aside, searching for something.

"Are you sure that it's in here?" he asked and straightened up again, facing the scientist with a questioning look.

"That's the only place left we haven't looked 'till now," Gordon said. "We're searching for the emitter for hours, combing the whole base turning just everything upside down…"

A grin appeared on Barney's face. "Yeah," he drawled. "That's one way of putting it. I searched as you simply stood besides, pestering me with your cheeky comments."

Gordon just smiled broadly. Alyx held her breath when she heard his little laughter; a deep and sonorous noise, almost vibrating in his chest.

"_It's the first time that I actually hear him laughing. I hope that he isn't straining something," _she thought, amused. _"He's always so… so stiff. But he's a totally different person with Barney. Astonishing. I've never seen him smile before…"_

She moved carefully closer and leant slightly forward to have a better look at the unsuspecting friends.

Barney leant down and reemerged from the crate only moments later again. He looked the physicist in the eye and glanced along his backside the next second. "Hey, don't try funny things with me, okay? I don't like how you're staring at my butt right now."

The young woman almost giggled and muffled the noise with both hands pressing against grinning lips, her heart beating faster with anticipation. She didn't know what made her so sure – but she expected something – anything - to happen. The two men meant to be all alone here. And she hoped so much to find out what was going on with them.

Gordon pushed himself off from the beam. "Oh, you mean… …this?"

Alyx' eyes widened when the lean figure of the ginger-haired doctor moved closer to his brunette friend. She almost snorted with laughter when the slim hand slowly stroked along Barney's behind and finally squeezed the firm butt cheek through the officer's close-fitting jeans.

"_You guys are soooooo crazy,"_ she laughed inwardly and slightly shook her head, still choking on her giggling and almost in hysterics.

Barney slapped the groping hand away and continued his search. Gordon's fingers came back at once and resumed their fondling. Alyx expected to hear laughter from the security guard but wasn't sure because he still kept the upper part of his body inside the crate and bent even further down, groaning. His fingernails scraped the bottom.

"I… I think… I… g-got …it," he panted as the crate's edge cut off his air, pressing firmly into his belly.

"Mmm, I have something here, too," Gordon said in a strange undertone.

The young woman forgot to breathe when the physicist's middle finger stroked along the officer's butt crack and visibly disappeared in-between the firm, round halves. Her muted giggling came to an abrupt end. She stared at the slim hand in utter disbelief. The gentle up and down of Gordon's finger didn't look funny anymore. He actually rubbed along Barney's... …along his… ...his…

Alyx refused to think the word as she clearly saw what was happening. His slow stroking… his posture beside the former security guard… moving his hand leisurely up and down, caressing the darker haired man's private place so bluntly – the gesture was way too sexy to be playful.

And Barney?

He straightened up, uncomplaining about the intimate caress... with no signs of confusion or surprise. Barney just cocked his head, facing his younger buddy while placing the emitter on top of another, still sealed crate. Alyx waited with bated breath when he didn't shove the caressing hand away. His expression had changed completely. He wasn't grinning anymore. His features were marked by something she couldn't fully grasp. Instincts told her that Barney's mien showed sexual interest now. But that simply couldn't be - with another man?! A best friend of all people!

Alyx' heart was pounding with anticipation and anxiety. The officer looked around to make sure that they were still alone, before he eyed Gordon up – in a quite provoking, suggestive manner. She puffed quietly when the two guys moved closer to one another. Barney cocked his head more while he pulled the caressing hand from his butt; only to place it at his waist.

"I should have known that you were trying to seduce me," he whispered. His lips twitched in a mixture of amusement and growing excitement.

"Was I so obvious?" the redhead asked with a low, velvety voice. "Damn, I must work on my tactics."

"I'll show you some tactics," the officer breathed, bending slightly down.

Alyx swallowed when the two guys leant into each other's path. The smaller scientist raised his chin while the security guard lowered his head. Their lips gaped slightly open and met with a gentle, soft kiss. Her heart skipped a beat before it hammered madly in her chest, pulsing up her throat. She groaned in disbelief as the friends exchanged little kisses and pressed their lips together only moments later. The slight movements of their jaws hinted at the sensual frenching.

She got weak at the knees when Barney's and Gordon's lips opened alike – if just a bit - showing the slow playing of wet tongues. Hands wandered leisurely along bodies, caressing and stroking the other. Their mouths parted from time to time to slightly change the angle of their kissing while pressing their loins firmly together. Spread fingers were running up and down each other's back, slightly clawing at the clothes, grabbing one another's behind occasionally.

Barney moaned softly while Gordon answered the sensual noise with a trembling sigh, before he, too, moaned a little. Groping turned to a mutual embrace… caressing and fondling the other with rapidly growing desire. The scientist bent his head back, raking his fingers through Barney's hair while the officer smothered his neck with hot kisses. Gordon's cheeks glowed treacherously. The doctor's aroused little gasps mixed with the older man's strained, heavy breathing before he raised Barney's chin in lustful impatience.

Alyx meant to hear the faint "clack" of colliding teeth when their tongues met even faster than their willingly opening lips. She leant against the wall meanwhile and didn't know what to think right now. She was shocked! Their actions revealed that they were VERY familiar with each other. Their kissing and fondling was so spontaneous… and both men got immensely turned on from it.

The young woman finally understood what their secret was; this… relationship they were hiding from her – from all others, too.

"_Uhh gawd… Gordon,"_ she almost whimpered in her mind when the physicist knelt down on the ground, shoved Barney's shirt up and planted eager kisses onto his belly. His tongue stroked through the thick hairline while opening the officer's belt at the same time. The metal clinking of the open buckle mixed with a zipper being hastily pulled down.

The slender hand disappeared inside the security guard's open fly and pulled out his member. Alyx twitched a little with the lewd, shameless display of sexual greed. The redhead took his glasses off and leant forward in an instant. She saw Barney's erect shaft and how Gordon licked the hard length with a flattened tongue – from the balls upwards to the exposed glans. Opening his own pants hectically, he took his buddy's manhood into his mouth at once… sucking, licking and loving the big pole.

When the officer leant down over his friend - shoving his sinewy hand under the back hem of Gordon's briefs, gently stroking the nude butt and the cleft between – that was more than Alyx could stomach right now. She moved back, shaken, upset and puzzled at the same time. She heard a quiet moan and a soft, shuddering hiss from Barney, answered with a muffled grunt from his younger lover still sucking him off. That made her turn, running to her quarters.

.oOo.

The actions she had witnessed bothered her to an extent that she was unable to rid the pictures from her mind. She moved back to her accommodation, slamming the door.

The noise made Eli limping over from the adjacent room. His smile faded at once when he saw her confused expression, the look in her eyes.

"Honey?" he asked, slightly worried.

She faced him with a jerk of her head and tried a smile. Her lips twitched just a tad too much and she fumbled at her headband with trembling fingers.

"Hi, dad." She tried to sound casual, but her voice was unsteady and quivering.

Her father frowned. "Alyx? Are you alright, honey? What happened?"

"No-nothing, dad. Everything's fine. I… I just…" She heaved a sigh. "I bumped my head pretty hard at the doorframe, that's all." Alyx cast her eyes down and walked past the old man, avoiding his insistent and worried look.

He merely stood there and looked after as she disappeared without a word into her small room. Eli stared at the silently closing door, slightly shaking his head.

.oOo.

She leant against the door, squeezing her eyes shut. Tears welled up beneath her lashes and rolled down her cheeks. She sobbed slightly, and then used her palm to muffle the noise, pressing it firmly against her trembling lips. Images of Gordon and Barney kissing and groping stood lively before her eyes.

Alyx was shaken, but the disappointment exceeded even her slight shock. She had had her hopes so high with Gordon. She just wished that she would have known sooner; before she set her eyes on him, trying to get acquainted with him. It was no surprise now that he never regarded her as a suitable partner. That he wasn't turned on by her. Maybe the thought of a woman in bed just put him off.

She sniffled and wiped her nose, looking up to the ceiling with a small sigh. "Why am I surprised?" she whispered. "Gordon was never interested in picking up women. It makes so much sense, now. He talks with me and the others, but he never dallied with someone. God, I'm such an idiot… trying to get a gay man in my bed…" She rolled her eyes and giggled... before she got serious again. "I left the impression of a needy, horny bitch behind, I think. Good God! I'm feeling so awkward now."

She pushed off the door and moved over to the bed. Sitting down on the edge slowly, she combed her fingers through her hair while allowing her mind to wander about freely.

Her thoughts turned to Gordon again, about the one or other event they shared with each other. He was a damn good fighter… although a bit cold blooded in her eyes. He wasn't much of a charmer and not very talkative.

Except when he was with Barney…

And Barney?

She never expected him to be gay - or at least bisexual. She knew that he had one-night-stands with women. But she watched him just minutes ago; getting it on with his best friend. And he truly loved the touch and kiss of a man…

She blushed with the recollection of Barney's erection, his half nude body and how Gordon pleasured him. She still heard the two guys in her mind... It troubled her that mainly the officer's quiet moaning lingered in her memory, feeling a tingling in her stomach while recalling the thought.

It was still odd to picture the security guard with a man in bed, but watching the scientist giving head wasn't just confusing – it repelled her. It looked just too weird... Alyx always imagined him as a tender lover; imaginative and gentle. She didn't know, why. Maybe because of his high intellect. But he was surprisingly blunt and bawdy with his actions when it came down to sex.

She shuddered.

He seemed to be a "typical" gay – well, how she always imagined a man-loving man to be: a bit rough, greedy and straight to the point.

"I should forget this," she whispered. "I REALLY should forget what they did and…" She swallowed. "How… how much… how very much they liked it." Her voice started to tremble.

Alyx got up and began to undress. A shower would do the job. A nice, hot, long shower. That would help her to forget what she witnessed. The young woman slowly stripped herself. As she pulled her panties down, she stopped and blinked with a raised brow, looking at the wet spot in her panty line in disbelief. Dropping her things simply to the ground, she sat down on the mattress and spread her thighs.

"What the..?" Her fingertips stroked hesitant over her labia.

Her folds were slightly swollen and shimmered treacherously wet. She slipped a finger into her womanhood and gasped for air when she felt the hot moisture on her skin. Pulling her nether lips apart, her gaze fell onto the visibly aroused inside of her pussy. The clitoris jutted out from her folds like a tiny, stiff penis.

Alyx stroked gently over the little bud with a trembling fingertip, sliding slowly lower. The area around her vagina was noticeably swollen and opened, leaving her female entrance exposed; ready for intercourse.

"Oh. God." she breathed and stroked gently up and down in her womanly crevice.

That was the last thing she thought to be happening. That watching Gordon and Barney groping each other would actually turn her on. Even if her mind was still troubled, her body at least was noticeably aroused. And now - while being fully aware of her lust – she felt really weird. She didn't dare to think of the guys with the hand in her lap. She was afraid that it would make her even hotter. She just doesn't want to be horny while envisioning the two men kissing and having sex.

The thought of her friends in bed made her gasp, followed by a spontaneous image almost against her will.

It was still painful to think of Gordon. She avoided him hastily and turned him into a faceless individual – nothing more than an anonymous placeholder in her mind - and merely concentrated on Barney. …How it could be looking like when they were together...

Picturing him so vividly backfired in a completely unexpected way!

Her sudden desire caught her by surprise and she pulled the hand from her crotch with a hasty jerk. Alyx straightened up at once, resting her face in both palms, slightly shaking her head after a moment.

"No," she whispered through her fingers. "This isn't right. I shouldn't do this… not like this… and not with those pictures in my mind."

.oOo.

The young woman struggled for a relaxed behavior around Barney and Gordon the following days. It was easier for her when she dealt just with one of them but it was still painful to do so. She felt uncomfortable when both men were present. Alyx knew that they would never kiss in public and surely not in front of her. Her uneasiness aroused mainly from the impression of driving a wedge between them – even if it happened unintentionally.

Alyx was jealous and begrudged them their relationship.

She didn't want to, but now she saw Barney as a rival, courting the same man she was interested in. He would never be hers and it pained her; even more so when the two friends were together. Gordon came off as gay to her now. Not straight and not bisexual. Just damn queer. This understanding was what brought her to her senses again.

Her bickering and bitching stopped at once. She cringed with embarrassment… she had given Barney a really hard time, offending and annoying him at every opportunity. Blinded by her disappointment and jealousy she had taken her anger out on him.

Until she came down to earth again and finally understood that all her hissing fits and envy wouldn't get Gordon interested in her. He didn't want a woman, he had a boyfriend already! That disillusioned her enough to grasp the extent of what she had done… not only to Barney, but to Gordon, too, with her nasty behavior towards the former security guard.

Alyx didn't know if she ruined her friendship with Barney and hesitated to confront him a last time. Not with another try of biting his head off for minor things again – she wanted to make peace with him; although she was scared that she had gone too far.

The officer didn't turn her down and accepted her apology, but his expression revealed that he didn't know what was actually going on – or why she was so mad at him. He tried to hide his wariness with a casual behavior; but he was still stressed and expected another nasty lashing – even when she asked his forgiveness.

She could see the pain she had inflicted upon him clearly in his eyes. The deep hurt he felt because of all the things she had said to him. Suddenly, her vision was blurred with tears and she fled from the room, seized with overwhelming shame and regret about her actions.

---

Within the next days, the security guard acted around her as if nothing extraordinary had happened. However, it was still difficult for Alyx to forget, and her mien told about the worry and discomfort she felt. It took some time until their friendship returned to old standards again.

When that happened, everything truly seemed forgotten. They were still close friends. Barney was so forgiving that it put her to shame. She vowed secretly to help the couple in any way possible. That was the last she could do to make up for the damage she inflicted…

.oOo.

Gordon was busy with helping Isaac or Eli, traveling back and forth between both laboratories – until he finally stayed at Eli's place for a whole week in a row, switching places with Alyx who was asked to help out Dr. Kleiner in return.

Barney was noticeably quieter when the physicist was gone. Usually, he was pretty laid back and never took life too seriously. He was quite talkative and always the first when it came to playing a good-natured, harmless prank on someone. And now, he acted withdrawn and was obviously unhappy. He was silent, stared into space most of the time or even avoided his friends, retreating to his accommodation right after his shift was done...

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She watched him from the corner of her eye while making equations for Isaac. He was sad, and she could feel his loneliness radiating off of him so tangibly. He dearly missed his boyfriend.

Alyx still felt remorse for her dismissive thoughts about their relationship. It was so obvious how much they were in love. She really shouldn't have condemned them for their feelings for each other... She glimpsed in his direction again and wasn't able to watch his misery any longer. It pulled at her heartstrings to see him so down.

She moved over to him and – without thinking – placed a hand gently on his shoulder. The officer faced her with a questioning look. He tried to hide his gloomy mood, but she was aware of his emotions nonetheless.

"Gordon will be back in two days," the young woman said quietly and soothingly squeezed his upper arm.

The look she gave him was too understanding and caring though. He flashed her a confused glance.

Alyx blushed fiercely and patted his shoulder. "I just tried to cheer you up. I know how close you two are," she gave a small laugh, just to bite her lips the next second. _"I'm such a stupid cow,"_ she thought, _"I'll better stop talking or I'm spilling the beans."_

"I'm just worried that he's going to… well… that he's disappearing again. Just like that." He snapped his fingers.

She hesitated. What should she tell him? She wanted to raise his spirits, but it wasn't her intention to deceive him with false hopes. While still trying to come up with an answer that would be able to comfort him, a soft smile played around his lips. He slightly squeezed her hand, signaling mute approval about her care.

Alyx was so close to him that she felt his body heat. She looked him in the eye and studied his features. Since her discovery and their quarrel, she had the feeling that she got to know him anew; from a completely different point of view this time.

She had been too fixated on Gordon to really notice the security guard as the attractive man he was. She always regarded him as immature. But now, she saw something in his eyes. A spark… an expression she never really noticed before.

His demeanor was merely a playful cover to hide his true self behind silly comments and funny behavior. Alyx didn't believe that he hid his real self on purpose or even desperately. One just had to look closer – beyond the mischievous smirk and his playful attitude – to see who he really was.

She never looked beyond the façade though; just like how she overlooked so many things with him and Gordon alike. Was she such an indifferent, shallow person?

She gnawed at her bottom lip and patted his shoulder again. She had finally come off her high horse. Even with a brilliant theoretical physicist as her father – it was she who still had to learn a lot of things.

Without saying another word, Alyx walked back to her workstation, heaving a sigh.

She never saw his musing glance, how he looked at her back with a dumbstruck expression before he turned his attention to the security console in front of him. Just to face her another time and merely moments later, shaking his head in bewilderment and finally concentrating on his own work again.

.oOo.

The last day until Gordon's return passed by awfully slow. Alyx counted the hours 'till he would be back. She was fidgety and glanced at the clock in Dr. Kleiner's lab almost every minute in the end. Fortunately, Barney was too excited himself to notice her strange restlessness or the preparations she made. He was entirely unaware about her tinkering at the door lock, before she had a longer conversation with the old scientist.

Alyx needed all her wit to get Isaac out of the lab, sending him with a fake request away; something that would keep him occupied for quite some time. And when he was finally gone, closing the lab door behind himself, she watched with bated breath. The thin wire seemed to stay in place inside the lock. She puffed with relief and quickly moved back into the teleporter room, collecting her things.

She wanted to be gone, leaving the friends alone with what she expected to be quite an impetuous reunion. All she had to do was picking the wire from the lock on her way out. She had changed the door code at one number, thereby locking Dr. Kleiner out and preventing him from entering the lab again. Gordon and Barney would be completely undisturbed. They would be confined inside, but she expected that her friends wouldn't even notice for the time being. They would be otherwise engaged for quite a while.

Suddenly, the device beside her came to life with a familiar humming.

The dark woman jumped and looked around hectically.

The teleporter began to glow with bluish light and she ran around the small room like a headless chicken, grabbing the rest of her stuff in great hurry before she dashed off through the half-opened metal door into the adjacent main room. Barney stood with his back to her, glancing at the clock again; oblivious of her fleeing retreat behind himself.

Alyx moved over to the door and stopped dead in her tracks when she noticed the coppery glint on the floor tiles, staring down to the hook-shaped, bent wire in fright. She was locked in, too, and the teleporter unit would be switching off any second now. There simply wasn't enough time left to change the door code.

Cursing under her breath, she looked around in great hurry. Her eyes fell onto a narrow, tall metal cabinet next to her. She pulled the door open and quickly hid inside without further thinking, searching for a handle or mechanism to close the locker from within.

Her groping fingers merely felt a protruding, round bulge… large enough to grasp it. She held the door closed and groaned quietly with despair when the lock slowly slipped from her sweaty fingers.

The young woman simply hoped that the cabinet wouldn't be swinging open the moment she lost her hold. She stubbornly clasped the mechanism until she got a cramp in her palm. Forced to finally let go, she held her breath and watched how the door slowly moved on its own.

Alyx sighed as the locker stood ajar and – after a moment – she glimpsed through the crack. Her heart was beating faster as she saw the scientist, walking into the room with long strides.

"Gordon!" Barney called out. His face lit up with a broad, happy smile.

"Hey, Barn…" the scientist laughed. His welcome was cut off by their impetuous embrace and a fervent kiss.

Alyx bit down on her bottom lip, trying hard to close the locker again which kept slipping from her wet fingers. She only succeeded in shoving it another half inch open. Moaning tonelessly, she peeked through the gap again – to see if she had been spotted.

The two guys were fully absorbed in their passionate welcome and were completely unaware of her presence or the partly opened cabinet. Their lips met again; with heated, almost frantic kissing.

Alyx swallowed hard with a lump in her throat.

Their pent up desire was quite obvious. Both men must have been abstinent for the whole week. They were in a lustful frenzy, breathing heavily… gasping and panting with lust and impatience alike. Barney pushed his boyfriend backwards with his own body. He clawed at Gordon's lab coat and slipped it off his shoulders, letting it drop to the ground. While continuing their tempestuous kisses, the doctor shoved his opposite's shirt up, running his hands restlessly up and down Barney's heavily heaving chest and belly.

She twitched, startled, when the security guard pushed his mate against a console practically next to her uncomfortable hiding-place. Alyx had a full view on them and prayed that she wouldn't be discovered. Watching them with wide open eyes, she averted her gaze only moments later.

Both men were breathing hard and fast. Their lips parted with a damp, sucking smack.

A strange heat accumulated in her abdomen…

The dark woman looked hesitantly over again.

Gordon leant further back against the console, pulling his friend even closer to himself. His half closed eyes glinted lustfully. He groaned with the strong hand running over his belly, moving quickly lower. The hard bulge of his erection was clearly visible; the garment taught along the rigid length.

"Ohhh, yeesss," he arched into the touch, sucking air through his teeth as Barney placed his hand right in the scientist's crotch, kneading and stroking the swollen shaft.

The officer panted loudly. He had the physicist's right thigh between his legs meanwhile and rubbed himself erotically along the firm muscles. He, too, was fully aroused. A wet spot soaked through his trousers already.

She couldn't help watching them with growing desire.

"Oh God, I want you so much," Gordon moaned.

Barney answered breathlessly and with inarticulately stammered words while his mouth moved with frenzied kisses up and down his friend's neck.

They caressed one another passionately while squeezing and rubbing each other's member continually. Alyx stared at their hands, how they stroked one another so lustfully, running palms and fingers eagerly up and down the tightened, bulging length in their pants. Apparently, their erections swelled even more to the sensual touch.

She got wet at the sight.

Gordon's face glowed with arousal. He took off his glasses and placed them behind himself without paying attention.

Barney pressed his throbbing manhood against the slim thigh between his legs. "I can't wait any longer," he gasped and sank down on his knees, opening his opposite's fly with impatient fingers.

Alyx had a déjà-vu right then. But… this time… it looked so different with Barney doing this. His expression turned her on; the glinting in his eyes, his sensual little moans and how he pulled Gordon's trousers down, together with his shorts.

She looked up to the redhead. He stood with closed eyes and gaping lips; his mouth was slightly swollen and damp from their heated kissing. The doctor's nostrils flared with hectic breaths. His facial features revealed his immense lust as he groaned with need and curved his abdomen forward.

Alyx focused her attention on what the officer did right now. She swallowed with a bone dry mouth when he stroked his tongue along the glans, briefly licking the glittering slit. She stared at his face the moment he shoved his lips over Gordon's shaft.

Her slip was drenching with wetness now. She clearly felt the aroused swelling of her womanhood and feared that her friends would be aware of the mad thumping in her chest. She watched with glittering eyes, following the lustful rhythm of Barney's sucking.

He visibly enjoyed giving head. She almost groaned when the long pole sled out between his lips and threatened to slip from his mouth – only to suck him back in the next moment again… back and forth along Gordon's length with obvious pleasure and sexual craving.

One of his hands disappeared from her field of vision. She heard how he hurriedly opened his fly. The movement of his upper arm revealed that he took out his erection, stroking himself.

Alyx squeezed her thighs together. Her clit pulsed with excitement. She looked back and forth between both men, watching their lustful expressions and how much they enjoyed their sensual actions.

Gordon panted loudly and placed both hands behind Barney's head, partly blocking Alyx' view. The muscles along his flat belly contracted and relaxed with his short thrusts, shoving his member between the security guard's lips… over and over again… turning the blowjob into a lecherous, little fuck.

His member swelled rapidly, darkening and bloating to full size… the erectile tissues and veins visibly bulging beneath the silken skin.

His head fell back.

"Barney," he moaned, still thrusting and closed his eyes. The ecstasy was written all over his face. He arched into the erotic stimulus, moaning in sheer pleasure. "Sto… stop it. Or I'll cum…"

His friend didn't stop. He slightly kneaded Gordon's balls pulling up and tightening already as he continued to move his mouth back and forth over the throbbing length in a quickening rhythm now, sucking him really hard.

Alyx was so excited her abdomen ached with lust. Her heart was beating like crazy. Barney knelt with spread legs on the ground, holding the doctor's erection close to the base, still playing with the swollen testicles. Her gaze fell onto the security guard's impressive manhood again. The rigid mast was slightly curved up, the tender, shortened skin fully pulled back and stretched tight along his length due to his overly aroused state, jerking lustfully ever so often… oozing pre-cum. His fist came back into her view after a moment, grasping the shaft and circling along the firm, darkened head with lubricious strokes.

She followed the deft, quickening rhythm of his hand… the wet glinting at the small slit while he pleasured himself. Alyx looked up into his face again when he breathed heavily and rapidly at once. His features got orgasmic, overwhelmed with lust, and the eager sucking at Gordon's member came to an abrupt end. The officer's sudden, hard wheezing got erratic; his half-closed eyes were glazing over. The scientist clutched the console's edge behind himself. He leant slightly aside, glancing along his boyfriend's body.

Her attention went back to Barney's lap.

She moaned tonelessly when his stroking fist moved slower. A large, glassy drop seeped down the glans, quickly followed by milky liquid streaming out of him… dripping from his fingers in a rapidly swelling, hastily pulsing flow of sperm.

He wheezed loud and frenzied now, still masturbating. The quickly coming, pouring gushes changed to long, hectic squirts, slapping onto the floor tiles and spitting cloudy lines along the ground. Alyx pressed a trembling, sweaty hand onto her mouth to prevent herself from groaning with lechery.

Gordon watched his friend's intense ejaculation, panting aloud at the sight. He moaned treacherously at once, immensely turned on by the sheer endless amount of slick, thin semen, still flowing and dripping from the security guard's leisurely moving fist. He felt the pressure of Barney's trembling tongue against his manhood… the rapid, erratic gasps brushing against his pubes. His pelvis thrusts had almost come to a standstill. Now, he shoved his pole deeper between those hot, soft lips – with a couple of long, final strokes.

The young woman saw the hasty contractions of his member, his orgasmically pulsing crotch. The officer gave a throaty grunt. He closed his eyes, enjoying the sensation of Gordon's throbbing erection and how he came in his mouth. He waited a mere second and swallowed, sucked and swallowed again.

Alyx bit her knuckles, breathing hard.

She yearned to return to her quarters. She was craving her release and just wanted to stroke herself to climax with the lecherous scene in her mind, living through everything of this moment once again.

Her friends weren't even close to being finished. They were deeply caught in their passion and had forgotten that they were still in Dr. Kleiner's lab…

Her eyes widened when Barney pulled the shirt's hem over his head to get the garment out of the way and leant forward, supporting his weight on stretched arms. The redhead moved behind him, pulling the trousers fully down over his mate's butt before he slicked his still erect length with saliva.

"Too bad that I'd forgotten the lube," he panted. "Tell me if it's unpleasant, okay? I don't want to hurt you."

The security guard simply pulled his fingers through the slick traces on the floor and used his own jizz as lubrication. Alyx was a little stunned and turned on by the action at the same time. She wiggled a hand into her trousers and slip when the physicist placed his erection at his friend's behind.

Barney spread his legs some more, searching for a better footing. He moaned softly with the penetration. The makeshift lube seemed to be enough. His expression was highly erotic and full of delight. Alyx searched in vain for discomfort or even pain. Pleasure was written all over his face.

Gordon moaned, too. He closed his eyes with a shuddering sigh and pressed his loins against the firm, round butt. "Oh God," he groaned and grasped Barney's waist. "God… I missed you so very much… I dreamt of you last night… of us… making love – just like this…"

Alyx stroked her pulsing clit, struggling to muffle her excited breathing while watching the couple continuously.

Her excitement grew stronger and stronger as she looked at them… their body movements… their sensual faces. How they knelt on the ground right in front of her... partly undressed, moaning with sheer pleasure. The tall guard held his bum out to Gordon while being shafted so lustfully, visibly enjoying their intercourse. Both of them groaned, grunted and gasped.

The couple was so close to her hiding-place that she heard the faint slapping of the doctor's eager thrusts… their mutual, frantic breathing… how Barney's sperm slicked palm slid along the floor with a faint squeak at once.

Their panting was so erotic. Both wheezed heavily, breathing highly aroused with quick, trembling gasps. Their bodies met with growing speed.

Gordon's face was reddened and rigid. The veins along his temples and neck were slightly visible. A sensual blush crept down his neck and half way down his chest. He panted with trembling lips, shoving his meat with lustful thrusts into his friend's behind, fucking him harder and faster still.

The officer was sporting another erection… an impressive hard-on like Alyx never saw one before… extremely hard and dark, pressing against his belly. His heated face was a vividly distorted grimace of pure lust by now.

"_Oh my,"_ she thought; breathless, mesmerized and immensely turned on by the lecherous sex act. She rubbed her pearl like crazy now. The lustful fire in her crotch turned into blaze at that moment.

She tried to imagine how it would feel like. Barney's expression revealed how hot it was to be taken as Gordon's features showed equal pleasure... The up and down of her frantically rubbing fingers produced slick, smacking noises between her legs meanwhile; muffled by her trousers.

She wasn't able to stop her actions anymore. She was too close to her release. Her breathing got harder and clearly noticeable, flowing over her gaping lips in trembling, hectic intervals. She was too aroused to notice that Barney raised his head. His lustfully glazed look got attentive and watchful at once. He looked around, searching for the source of noise he heard - without telling Gordon about the intruder he was suddenly aware of.

Her knee bumped against the locker's wall accidently, alerting the officer even more to her presence. Her legs trembled, her abdomen jerked forward, pressing her madly throbbing pussy against her hectically masturbating fingers.

"Go on," she gasped below her breath. "Oh God… Gordon… fuck him 'till you come… give him your load… make him moan…"

Barney's face twitched in surprise and with lust at the same time. His eyes snapped open when he heard Alyx' breathless whispering. He straightened up at once, leaning back against his lover, heaving a lustful groan. He arched his body into Gordon's embrace, teasingly displaying his nudity to Alyx at the same time; showing off his rock-hard manhood.

She grasped the edge of the door and pulled it some further open, holding tight to the metal until her knuckles turned white. She panted with the erotic sight of the two men. How Gordon stroked along Barney's belly, still plunging into him from behind, groaning at his taller buddy's neck.

The officer writhed in ecstasy, giving a drawn-out, throaty moan. The scientist grasped his erection, bringing him off with erratic strokes sliding quickly up and down the hard length.

"Aaahhh… yeah!" the security guard moaned. "Ooohhh yes… jack me off…"

Both of them seemed to be close - just like her.

Barney clenched the slim fist at his member, moving it even faster. His body twitched and jerked with pleasure when the physicist slightly squeezed the glans, stimulating his older friend with hectically kneading strokes right at the swollen tip.

"Aaahhh gawd… Bar…ney… …I… cum," the doctor panted. His expression got highly erotic, showing the pleasure he felt with his release, pressing himself firmly against Barney's backside.

Right at that moment he came - his pulsing and jerking shaft buried deep inside the hot, tight butt. The security guard moaned aloud, groaning his lover's name from the deepest part of his throat. He squeezed the slender hand on his member, shoving the fervently kneading fingers up and down; stroking himself with Gordon's hand impatiently to orgasm.

Alyx saw him grasping his balls while cum spurted from his twitching manhood, slapping with long squirts along the ground. The sight of their mutual climax made her come, too. She held her breath to prevent herself from moaning audibly. Her thighs closed abruptly, squeezing her hand in-between. She writhed and jerked, shoving two fingers into her vagina to feel the clenching contractions of her sexual release.

.oOo.

The time until they were released from the lab was sheer hell for the young woman. Her whole body ached from squeezing herself into the small cabinet for more than two hours, holding the door closed every time her friends had looked accidently in her direction.

Gordon and Barney got dressed and stood not too far away from her, talking quietly with each other for quite some time. She had the nagging feeling that they looked right at her hiding-place time again and wondered if she had been discovered. Though none of them came over to open the locker - Alyx assumed that she wasn't spotted, regarding her friend's behavior as pure coincidence.

They waited until Dr. Kleiner came back with another scientist, simply shorting out the lock. She breathed a sigh of relief when everyone was gone and sneaked out of the room when Isaac wasn't looking.

.oOo.

The erotic experience changed her attitude in a way she never thought possible. She loved to be the peeping Tom, although she felt really bad about it and fought the desire to do it again. But what she witnessed in the lab quickened her imagination to an extent that she was tilting against windmills.

She caught herself eavesdropping when her friends talked with each other, hoping to learn when they met or where. However, the couple kept a low profile in public. They never mentioned any private details when she was nearby and made it impossible for her to peep on them.

Alyx was a bit troubled with her need to watch them while having sex. She didn't know if it was the act itself what turned her on, or if it was the mere fact of spying on her buddies... being able to look at their nude, sexually aroused bodies.

Nevertheless, the young woman acted entirely different around Barney and Gordon meanwhile. She was mad with jealousy in the beginning, now she wanted them to be an item. She was shocked and disgusted with same-sex at first but yet she liked it. She never expected to be so horny from the sight of two men. She truly valued her random experience in Dr. Kleiner's laboratory as something special.

---

But despite her intense desires, Alyx didn't like the way her general behavior was changing. She didn't feel too comfortable with her sudden sexual curiosity towards gay sex. She didn't want to disturb or violate her friend's privacy and hated the fact of neglecting her work; because her mind was busy with erotic fantasies most time of the day now.

She avoided her sensual daydreaming at first and pulled herself together when it happened. But in time, she wasn't able to fight the urge any longer. She stared into space while having lively and lewd imaginations, until she was so wrought-up that she was completely unable to concentrate on her work again.

When Alyx was back in her accommodation, she couldn't wait any longer. She hurriedly took a shower and laid down on the bed, masturbating to the erotic pictures in her mind. An old, non-functional vibrator aided her fantasies and left her writhing on the mattress, moaning with ecstasy.

Her erotic wishes got stronger and stronger and reached a point that was beyond the pale: She yearned to be part of their relationship. She wanted to be with them – with Barney and Gordon at the same time. She lusted after both men now and longed to be an active part in their sex life.

But that was totally out of the question – and she knew it.

This knowledge dampened her hopes and mood alike. On top of it all, it disillusioned her and made her even more aware about how much her desire dominated her thinking and acting in the meantime. Alyx was shocked about being so sex-crazed... She would have done anything to get into her friends' bed!

It was shameful and unsettled her. She shook off her lusting thoughts immediately, avoiding just any indecent fantasies about the two guys.

- two hours later -

Sobered up and finally being at peace of mind again, the young woman fetched the small strongbox from under her bed and sifted through her belongings. She had made a habit of writing down some of her fantasies and picked out any single note and excerpt she had written. It embarrassed her to think of it and she was even disgusted of the undignified, lecherous want in her scribbling.

She shouldn't have done this in the first place, but she did nonetheless. Now, she just wanted to get rid of it. It was about time that she came to her senses again…

While still sorting through her private notes, a knocking at the doorframe let her look up with a jerk, facing her visitor. "Yes?"

"Hi Alyx," the ginger-haired scientist leant against the open entrance to her room, hands in his pockets. He wore faded jeans, a loose fitting pullover and old, stained sneakers. "Do you mind..?"

She blinked, taken aback by his unexpected presence. "No, of course not. Come in, Gordon."

His visit made her a bit nervous. She wasn't sure what he wanted. He never came over to her place before. Gordon's mien was friendly but still uninterpretable. There was a strange expression in his eyes though. A shimmer she wasn't able to grasp.

He pushed himself off the doorframe and approached her leisurely. "Well, can you spare a minute?" he asked. "I need your help."

"Oh! Sure. Just a moment." She grabbed her 'erotic diary' together with all the other private memos.

Her fingers trembled with growing nervousness.

Some of the sheets slipped from her grasp and fell to the ground. She bent down and grabbed them one by one. Her breath caught when the paint splattered sneakers came into her field of view. Gordon squatted down next to her, picking up papers, too.

Red spots appeared on her cheeks. "Ahh… its okay, Gordon, you don't have to."

She blushed with embarrassment when he started sorting the sheets he was picking up, turning them round and putting them on top of each other.

He had a look at the notes while sorting them for her, but Alyx wasn't sure if he registered what was actually scribbled on them. It was cringe-making that Gordon became aware of the salacious writings by chance. She couldn't tell if he was able to pick up the one or other word or even whole sentences. It would be enough to alert the young doctor's curiosity if he accidently noticed his own or Barney's name in the text. The mere thought was humiliating.

The dark woman watched him only moments before she wasn't able to control herself any more. She turned red as a beetroot and snatched at the pages in his hand, simply grabbing her stuff and ripping it with a desperate jerk from his fingers. "Thanks, but don't bother. Those are just random notes."

The scientist raised his head with a surprised and slightly puzzled expression because of her rash reaction, facing her from his squatting position next to her. Their eyes met and she flushed even more.

Alyx turned her back on him and stuffed her belongings into the strongbox. Her fingers trembled more than ever. The doctor got up and regarded her scarlet, rigid face with a faint smile before he was serious again. She snapped the lid shut and needed a moment to compose herself.

When she finally faced him again, she tried to sound even-tempered and relaxed although she wasn't able to look him in the eye right now. "Alright, Gordon, let's go."

He pointed over to the door with an inviting gesture and followed her out of the room.

.oOo.

They moved through the majority of the underground base, passing various laboratories and the engineering area. The physicist wasn't much of a talker and remained quiet while the young woman did just the same. Usually, she would have prattled on and on in her try to engage into some more or less flirty small talk with him.

She had stopped doing so when she learned about his relationship with Barney…

Since then, she was strangely inhibited around him. There was no use for flirts or random chatter any more. She knew that he wasn't interested in trivial conversations, and flirting wouldn't make much sense with a man who was into same-gender sex.

Gordon passed the workshop and turned left at junction C9.

She wondered where they were heading.

Her astonishment changed to confusement when they stopped right in front of his quarters. She glanced at the small name plate and waited. To her surprise, his accommodation wasn't locked up. The doctor simply pushed the handle and opened the door.

"Come," he said quietly and slightly touched her shoulder.

She crossed the threshold and looked around the tidy room. The kitchen corner was hidden behind a closed curtain. A tall board cramped with books dominated the living room. A little table and a two-seater were rightward, a small workspace with an old computer, a stack of manuals/magazines and a clipboard were on the left. Next to her, she heard the lapping and pattering of water. The bathroom door was left ajar. She peeked through the crack and saw a vague silhouette in the shower.

Alyx jumped when the room door was closed behind her. She was a little jittery in Gordon's presence now, facing him with wide eyes before she contained herself again.

"I assumed that you wanted my help with some equations or calibrations in the lab. Seems that I'm wrong," she began hesitantly.

"You'll see..." He pointed over to the two-seater. "Come, sit down."

She slightly rubbed her hands and had a second look at the small sofa. A jacket was carelessly flung over the armrest and that wasn't Gordon's. He didn't own black leather clothes with a shimmering reflecting stripe along the arm. It was a uniform jacket from Civil Protection.

Her pulse quickened. She was a little confused that she hadn't thought of Barney straightaway when she heard the running shower. Who else would be present here – apart from him?

The water was turned off and the cabin was opened. She hemmed a little, turning her back to the bathroom and focusing her attention on Gordon instead.

He approached her slowly. His expression was rather friendly although he regarded her with a gaze that made her a bit uncomfortable. She shifted her weight in growing nervousness.

"Ah, Gordon, there you are," Barney stuck his head in. "Hi Alyx," he welcomed her with a smile and stepped back again, leaving the door half open. He dried his hair with a towel and moved around the small room stark naked.

Alyx stared at him, before she looked away, blushing. _"Jeez, I'm behaving like a nun; as if I never saw him nude before."_

The scientist noticed her pudent reaction… and how the dark woman glimpsed at Barney's behind a second time before she hastily averted her eyes, studying the shelves along the wall with fake interest. Gordon coughed into his palm to hide his little, amused grin.

Her gaze wandered along the row of books and the doctor made quick use of her state of distraction. He faced the officer standing at the sink with the towel around his neck, watching him with an expect look. He nodded barely recognizable. The security guard smiled and hastened to get dressed.

"So… err… Barney is coming with us?" she finally asked, turning away from the shelves.

The physicist didn't answer. He just stood there with crossed arms, eyeing her up again.

Her skin tingled.

He never looked at her in this manner before.

Barney entered the room only moments later, wearing light grey casual slacks and a dark blue t-shirt. Alyx looked him over when he approached them barefoot. She wasn't quite sure, he didn't seem to wear skivvies.

He combed with spread fingers through his damp hair, straightening the untidy strands and cut right to the chase: "Should we lock the door?"

"That's not necessary, I think," Gordon replied.

Alyx looked from one to the other. She was rendered speechless for a second and meant to have misheard. "Lo…locking the door?" she asked disbelievingly.

The two men exchanged strange looks before their attention switched back to the woman in their middle. Barney approached slowly from behind while Gordon stepped up in front of her.

"Hey, guys, what's going on here?" she looked around and laughed although her voice quivered a bit.

The doctor held her gaze, slightly kneading his bottom lip between thumb and forefinger. He still kept some distance to her, standing an arm's length away. The officer seemed to be coming substantially closer. She could smell the shower gel he used. Her nostrils flared when she inhaled the warm, musky note.

"I'll ask myself," Gordon began and had her full attention at once.

Alyx raised her eyebrows when he looked at her bosom, studying the outline and partly recognizable shape of her breasts through the hooded shirt.

"What's the matter with you, Alyx?" he asked quietly.

"What do you mean?" she tried to ignore his persistent and bold examination of her chest area.

A month ago, she would have been excited with such look. Now, it confused her; not to a degree that it made her uncomfortable, but it seemed a little off for a gay man. He eyed up her breasts just like how any other straight guy would do - before he faced her again.

"I'm simply unable to figure you out. Until five, six weeks ago, you chattered and flirted incessantly. From one day to the other, you stopped your philandering and became aggressive and quite offensive towards Barney instead…"

She cringed inwardly. "Barney and I, we sorted everything out meanwhile. I apologized. More than once and…"

"I know," the doctor whispered. His quiet comment interrupted her embarrassed babbling. "Barney didn't want to talk, however. It took me quite some persuading until he finally poured out his woes to me."

The physicist scrutinized her with a serious look.

She swallowed with a lump in her throat. She wasn't sure if Gordon was angered about her or not. His expression was neutral, revealing absolutely nothing. But she didn't like his piercing glance. He looked her straight in the eye, unblinking… almost looking daggers at her. It made her flesh crawl.

"Well… if I didn't know any better… I would assume that you're jealous," he remarked, advancing a step.

"Alyx wasn't just jealous. She was pissed, if you ask me," Barney barged in, chuckling.

The doctor looked up and over to his buddy.

They exchanged glances over her head; glances she wasn't able to grasp. Something was going on, and she would have liked to know what it was… Gordon raised his brow and cocked his head while focusing on his boyfriend. Barney told him things with mere looks and small gestures - performing some kind of secret code.

Alyx was rattled now. Her buddies planned something... They would never give her a raw deal, but maybe playing a daunty prank on her – as a revenge for her nastiness.

She jumped a little with guilty conscience when Gordon focused his attention towards her again, crossing his arms. "I'm waiting…"

"Waiting? For what? Barney already told you what happened. So why ask me?" She didn't like his insistence in the topic of their conversation.

"I'm asking because I want to hear **your** version of it. I had quite the impression so far that you really like to talk. So shoot."

She remained quiet, mentally squirming with growing unease.

Gordon scratched his goatee with a thoughtful gesture.

"Well," he sighed after a while and slightly shoved up his glasses with the tip of his middle finger. "Then let me tell you something…"

He advanced another foot, keeping his eyes glued to her.

Alyx stepped slightly back, still returning his look.

"I think, you learned about our relationship. Either you pried into our affairs or you found out on your own somehow. I don't care how, but you did. Now… just tell me one thing …"

Her heart was racing now. Her palms got damp with sweat.

He moved closer still.

She stepped back again and bumped into Barney. The officer clasped her shoulders. His grip was gentle but he pulled her back when she sheered from him, holding her close to his body.

Gordon leant slightly forward. He looked back and forth between her widened eyes and down to her lips. "What was going on in your mind when you watched us? Down there, in Isaac's lab?"

Alyx swallowed. Her face turned bright crimson.

The scientist moved another small step forward, almost touching her body meanwhile. "Were you disgusted?"

His fingertips brushed her cheekbone, stroking the side of her face with a delicate touch.

Her pupils dilated.

"Or did you like it?" His thumb caressed her bottom lip.

Alyx' knees shook.

A faint smile played around his lips before he got serious again. "Tell us," he demanded. His voice was quiet and soft, although she noticed an authoritative undertone.

Her lips started to quiver. She wasn't able to hold his gaze any longer and closed her eyes. Gordon grasped her chin and raised her head. Her eyes flung open again, meeting his look another time.

Suddenly, Alyx felt the gentle touch of Barney's fingers. He stroked her shoulders, before one of his hands ran slowly along her collarbone, over her madly thumping heart, up her throat… and gradually down again, slightly brushing her breast on its way. His soft touches made her quiver. She swallowed – maybe for the umpteen's time now.

"Tell us," the redhead whispered. He still held her chin between thumb and forefinger.

"I…" Her voice was alarmingly unsteady.

She wanted to deny her sexual attraction towards them; their love-making, but she wasn't able to. She tried pulling herself together, refusing to think of it again. …The memory was still arousing...

Alyx gnawed at her bottom lip and struggled for a diversion… just anything that would be able to distract her from her arising longing. Gordon dominated her field of view. He stood too close to her for her own good. She wasn't able to avoid his puzzling, deep looks… the way he teased and tormented her now by reminding her of all those things she finally wanted to forget.

Her attention focused on his mouth. She got warm while glancing at those soft lips and almost broke into a sweat when she looked him in the eye again.

"Well…?" He raised a brow.

Her resistance collapsed like a house of cards.

"I… I liked it," she confessed and still blushed with embarrassment.

He let go of her chin. His forefinger stroked slowly down her neck instead. "So it was exciting for you to watch us? We hadn't had any sex before I left to your father's lab. We craved one another so badly on my return and just wanted to get into each other's pants."

Her nipples hardened straight off. Gordon's hand moved lower still, brushing the outside of her bosom while Barney caressed her other side by now and gently moved his palm along her breast, stroking her liminal; fondling the aroused bud with a subtle touch.

"Was it arousing to spy on us like that?" the doctor asked softly. "To learn how two men are having it off?"

He cupped her right breast while Barney still played with her other nipple, stroking his thumb slow and tender back and forth over the hard tip. _"Oh God,"_ she thought, _"this is too good to be true…" _

Gordon's attention was glued to her chest, looking to and fro between his fingers and how his mate was busy with her other boob at the same time.

None of them spoke anymore...

She took a deep breath and finally closed her eyes, overwhelmed with the sensation of their hands at her bosom, fondling her so gentle… stroking her hard nipples from time to time. Alyx breathed harder with the sensual touches and finally leant against Barney with a silent moan, surrendering to the erotic caresses.

The scientist leant forward. The tip of his nose brushed her cheek. She felt his warm breath on her facial skin, the delicate touch of soft lips and how he searched her mouth. The tip of his tongue traced her lips and parted them; sliding into her oral cavity. She grasped each hand on her breasts and squeezed them while responding willingly to Gordon's leisurely kiss.

A little whimper and a breathless moan escaped her throat. She shivered with desire when the security guard took a more active part now, too. He kissed the hollow of her neck before his mouth moved along her jawline.

The doctor finally ended their kiss and took his head back. His eyes glittered. Alyx was breathing hard. She moaned quietly and snuggled into Barney's gradually strengthening embrace while she groped about for Gordon at the same time and pulled him against her body.

He slowly took the headband from her unruly hair and ran his fingers through the soft strands until they fell down onto her shoulders. She leant into his touches and tried kissing his palm while stroking up and down the officer's forearm at the same time.

"You can't choose, Alyx," the physicist said quietly. "It's always the two of us. We're an item and prefer each other's company, but we like a woman in our middle, too – from time to time..."

Something gleamed in her eyes at his words, a lustful spark that took his breath away. She grasped his loins, pulling him closer.

"Is that what you want? Being game with us?" he whispered at her mouth.

"Yes…" Her abdomen pushed against his pelvis. She took a hissing breath when she noticed the hard bulge in his jeans and how his aroused manhood pressed against her underbelly.

He turned her face gently around and right into his mate's path. Barney leant around her from behind. His hot breath brushed her cheek and lips. Alyx heaved a small sigh, whispering "yes, kiss me" and turned slightly round to face him better.

She stood wedged between both men and felt the heat of their bodies… leaning themselves against her from behind and in front. Alyx whimpered aroused with the deep, sensual kiss and he parted from her lips again. She felt for the tall man behind her 'till she clutched the shirt at his shoulder. She glanced back and forth between her buddies and stepped slowly aside to give them more room, pulling Barney forward at the same time.

The physicist caught the meaning first. He approached his boyfriend with a final step, running his palms caressingly up and down the security guard's chest. The young woman pushed Gordon against his mate, placing one of his slim hands at Barney's waist before she stroked with trembling fingers up and down their backs. She heaved a little groan when their lips gently brushed against each other with soft, small touches before they gradually deepened and prolonged their kisses.

Alyx watched with glittering eyes how her friends visibly lost their inhibitions. They huddled up against each other, stroking and caressing one another with growing devotion. Their mouths parted a little. She moaned quietly when the tip of Gordon's tongue traced Barney's upper lip; gently and erotically.

"More," she whispered. "Don't stop."

Both men obliged her readily and with such sensuality now that it took her breath away. Their lips opened more. She swallowed nosily with the display of a slow, sexually provoking frenching. Her womanhood was already pulsing with lust. The gentle nudging and playing of their tongues stopped and they exchanged little, teasing licks before they continued the erotic kiss once more.

Alyx heaved a groan.

The officer glimpsed in her direction. He saw the desire in her eyes and parted from the scientist's lips again.

"We should go next door," he suggested, slightly out of breath.

---

A couple of minutes later, all three stood in the bedroom, stripping each other. She took turns with both men, fondling and kissing Gordon and Barney alike… or merely watched how they undressed one another. The dark woman wasn't able to control herself any longer. She stepped back, still wearing her panties and pulled back the duvet.

The redhead shoved his mate towards the bed until he crawled onto the mattress, still moving backwards. The doctor followed him and knelt down next to his boyfriend without interrupting their deep kiss. Alyx pulled her slip hastily down and joined them. Stroking her wet pussy, she looked from one to the other.

Barney moaned quietly when the scientist slipped lower. He raked his fingers through the ginger tuft, arching his loins into the sensual stimulus of Gordon's soft, slim hand at his length.

"Suck my cock," the officer panted. He glanced along his body, curved up his abdomen and moaned with sexual despair when the physicist moved his head aside.

A glassy drop oozed from his member. Gordon licked it slowly off. He stroked his tongue over and around the glans, sucking the sensible bulge with soft lips before his mouth moved leisurely up and down the shaft. He licked the rigid length so erotically that Barney shoved up his pelvis with another lustful thrust, missing the mouth he aimed at a second time.

Alyx stopped her self-pleasuring at once. The security guard's aroused mien and his younger friend's sensual teasing was too much visual stimulation and brought her too close to her orgasm already.

She slipped closer when the doctor stretched himself out on the mattress, grasping his buddy's erection. He hesitated and glanced up into her face. The open need written all over her slightly distorted features left no doubt about her desires – what she wanted to see…

He lowered his head.

She moaned with pleasure when the throbbing shaft disappeared between Gordon's lips. The scientist was a little tentative at first, but he lost his reluctance with Alyx' horny gasps and her sudden, excited panting. The aroused little noises she uttered let him suck the big pole with growing zeal and pleasure. He ran his tongue along the whole length from time to time; licking lustfully up and down, before he shoved him back between his lips again.

The officer closed his eyes to enjoy the stimulus more. His face distorted sensually. He shoved his manhood deeper between Gordon's lips while placing a hand behind his head. He watched the damp and slightly slurping blowjob with half closed, glittering eyes. The doctor sucked with hollowed cheeks at once, bobbing his head – until he took Barney's member so deep into his mouth that it made Alyx gasp. She expected him to be choking any moment.

He wasn't choking although the veins at his neck swelled a bit and she saw him swallowing several times. The security guard gave a shuddering, sharp hiss of pleasure. He groaned when the scientist released him again. The wet sheen of saliva along Barney's shaft accentuated his highly aroused state… the bulging erectile tissues beneath the silken soft skin… the throbbing, swelling veins…

Gordon's length pointed steeply up meanwhile, pressing against his heaving belly. Alyx stared down to his straight, long pole; the bigger, round glans, the glittering wet, gaping slit. A drop of pre-cum seeped down the head and thin fingers came into her view, spreading the natural lube along the tip.

"Oooohh gawd," she groaned and leant down, gently pushing his hand away.

Alyx grasped his manhood. The physicist glanced down to his lap with half closed eyes and moaned quietly. Her small fist moved up and down his erection while her tongue circled and stroked the swollen head with aroused licks, before she sucked the bared underside right between shaft and glans.

The hard member in Gordon's grasp twitched with need and he concentrated on his mate again. He pleasured him quite gently now while the young woman gave the doctor head, too. The eager, wet sucking at his own cock affected his attention… His tongue trembled more and more. He groaned softly while licking Barney's length and finally raised his head, heaving a little moan.

Alyx' face burned with desire. She was deeply lost in her actions while resting her weight on both forearms, her small butt high in the air. The officer straightened up on his elbows and stared at the curly, fuzzy tuft moving leisurely up and down over Gordon's loins… her slightly wiggling, round behind.

He couldn't resist the growing urge for long and knelt down when the physicist leant back to fully enjoy her actions. Barney's eyes lingered on Alyx' slim body when he moved behind her, gently spreading her butt cheeks. She grunted in surprise with his touch; how he stroked his forefinger along her butt hole at once.

Her eyes snapped open when she felt his breath at her bottom next, the slight tickling of a silken soft, wet tongue sliding along her bum crack and finally concentrating on her anus.

The young woman froze with Gordon's member between her lips. She never expected or considered anilingus before. She cringed inwardly with tentativeness… until the damp, gentle licking and stroking of Barney's tongue actually started to feel really good!

She lost her inhibitions and fully relaxed with the erotic stimulus until she leant even further down and allowed him an easier access to her behind. Her hot, moist breathing swept against Gordon's pubes as she licked his balls before she shoved his erection back into her mouth again.

The mental picture of the scientist - watching his boyfriend behind her bottom with reddened cheeks and a heavy lidded, glittering gaze filled with obvious want - made her groan.

Alyx raised her head and looked aside. "Barney?" She tensed a little up again with the slight pressure of his probing fingertip at her pucker. "Fuck my ass," she offered nonetheless, torn between slight scare and lust.

He moaned softly and pressed his lips onto her butt cheek with a wet, sucking kiss before he slipped closer. His manhood touched her swollen womanhood. Barney stroked the glans along her labia and slipped between her wet folds.

She waited for the moment he pulled away, pushing himself against her anus instead. The young woman tried to prepare for the penetration, biting her lips in nervousness and aroused curiosity at the same time. She expected him to be merely wetting his length with her moisture, but he pressed his cock against her vagina.

Barney hardly felt her entrance and avidly curved his loins forward. Alyx moaned aloud with pleasure when he slipped inside with an impatient, lustful stroke, almost impaling her on his big, rock hard member. She heaved a deep groan and clenched her fist around Gordon's erection.

She wheezed and panted frantically; grunting with the hard, deep thrusts. He plunged into her with such lust, she reared up with a little cry of pleasure. Her eyes still glued to the scientists lap, she arched her body willingly into Barney's fierce pumping, moaning from the deepest part of her throat. He went in and out, entering her deeper and deeper with every thrust. Her clit ached with lust. The little bud was excessively swollen, jutting from her folds.

The redhead moved closer to them and leant aside to watch his friend. He stroked himself, kneading his balls and finally slipped more sideways to have an even better view. Alyx' fingers clutched the bed sheet with scratching nails. She gasped and whimpered with need while trying to compensate Barney's hard, slapping strokes. He held tight at her waist, panting in ragged breaths behind her. His pelvis thrusts got slower after a moment and lost their reckless fierceness.

Alyx raised her left leg until her thigh wasn't blocking the doctor's view anymore. He panted when his gaze fell onto her wet, swollen womanhood and how his mate rocked his hips back and forth while she grinded her butt against his loins, visibly enjoying the act. Gordon stroked hectically up and down his pole, staring at Barney's erection. The sight of his buddy and how his cock slipped to and fro between her folds was a major turn on for him.

The scientist took his hand away again, groaning. He gasped and fought the urge to pleasure himself to orgasm. His member jerked and throbbed erratically. He leaned slightly backwards and rested his weight on both palms. His attention was solely fixated on Barney's body now. He followed the security guard's leisure thrusts with glinting eyes and an erotically twitching boner.

Alyx looked over to him and stared at the lean body.

"C'mere, Gordon," she wheezed and - as soon as he was within reach - shoved her mouth over his rigid mast.

Barney let go of her waist and grasped around her body. He ran his palm along her belly until he touched her pussy, still sliding slowly in and out of her from behind. His thumb caressed her stiffened clit and she clasped his hand, pressing it against her abdomen. He felt the lecherous pulsing inside her and moaned.

Her lust was so intense; she was completely out of breath meanwhile and straightened up, panting. She stared down to the scientist's member in her fist and gently stretched the shortened, slightly loose skin down his shaft. Her other hand circled along the hot, saliva-slick glans, moving her half open grip up and down the exposed tip – before she took him back into her mouth again.

"Aahh yeah, suck me off," Gordon groaned.

Alyx' head and the upper part of her body were slightly bent aside. Barney watched his friend's gentle thrusts, moving back and forth between her full lips, entering and leaving her mouth in an arousing rhythm.

The officer panted hard and focused his attention on Alyx' face… how her lips slightly bulged when the glans slipped partly from her mouth while wetting the cut shaft with her spittle. Her head bobbed up and down at once. She started to suck eagerly and hungrily.

Her greed revealed that she tried to make him come. Barney gasped and stopped inside her. His member jerked and twitched erratically. Her vagina clenched around his mast, squeezing him hard and pulsing with the strength of her muscles.

He was so horny, and the urge to reach his climax inside her got too strong. He shoved his loins only reluctantly forward again, biting down onto the tip of his tongue and desperately tried to control himself.

Gordon stroked Alyx' hair back and out of her face while slipping sensually back and forth between her lips. He closed his eyes and put his head back, moaning.

"Aaahhh yeah! Suck it… lick the head…"

The physicist took a shuddering breath through his teeth and looked down to her again. He pulled his length from her mouth and stroked the intensely swollen glans along her protruding tongue. He pulled the silken skin up and down his member simultaneously and groaned with her actions; licking the visibly darkened tip. The firm head shimmered like a wet, big cherry, the slit was gaping open, oozing pre-cum.

She swallowed. A thin, glittering thread stretched between his cock and her bottom lip. She stroked her tongue over the open hole before leisurely circling the head again.

Barney was so turned on he already envisioned her licking up Gordon's sperm, coming over her lips, tongue and in her open mouth with pulsing squirts. …Her lecherous moaning the moment she tasted him...

The image aroused him just too much. His last if also hesitating thrust increased his lust to an extent that he felt himself come.

"Aaahh! Shit!" he gasped and pulled out of her glowing hot pussy with a hasty jerk, frantically trying to hold back his orgasm.

However, even his hurried retreat and how he left her hot, tight depths was too much stimulation in his already critically aroused state.

"Aaaahhh… f...fuck!! Aawww… crap!" he groaned, unable to prevent his orgasm.

Gordon panted lustfully and stared at Barney's loins. Alyx turned halfway around, too. She moaned with the officer's lecherously distorted face and how he clenched his cock right behind the glans, squeezing the twitching length. Still, she saw the pulsing flow and dribbling of his semen and bent forward, shoving his hand hectically away. She stroked him eagerly, moving her fist fastly up and down his mast.

He moaned with the additional stimulus and let himself go – surrendering to the inevitable and enjoying his climax. She jerked, surprised and twitched when a hard spurt hit her cheek with an audible slap, quickly followed by the next squirt of glowing hot cum. She licked the tip, stroking her tongue through the rapidly gushing sperm, tasting him. Alyx moaned as she felt the slight pricking of a beard at the side of her face and how a hot, wet tongue licked off the slick, thin traces of Barney's eruption.

She felt Gordon's mouth on her lips next, sharing the slightly tangy, male taste with her in a lustful kiss, before they took turns at the member in her hand, gently sucking and licking.

---

The security guard sat down on his heels while Alyx and his boyfriend straightened up almost simultaneously. The security guard was still breathing hard and felt quite spent without being fully satisfied. The physicist laid his arm around Barney's waist and huddled up to him while the young woman snuggled up to both men, writhing with need and whimpering quietly.

Her face glowed. She grabbed Gordon's hand and placed it in her seething crotch, rubbing his palm restlessly along her burning womanhood. She moved his hand in a steepening angle and bent her hips forward, desperate with need; trying to shove two of his fingers into her vagina.

Her erratic, loud panting mixed with the damp slipping of his hand. She squirmed, highly aroused, clinging to both men before the redhead pressed her gently down onto the mattress and knelt between her readily spread thighs.

Her legs embraced his loins at once and held him tight.

"Fuck me," she moaned and pushed her heels onto his butt, "make me cum… ohhh God, Gordon… make me… cum."

The firm muscles of her thighs twitched and bulged with the impetuous nudging while rubbing her mound along his hard-on; desperately trying to get him to sleep with her. The scientist wiggled to and fro in her strong grasp and looked over to Barney. The officer laid down next to them, stroking Alyx' breasts. She groaned with overwhelming desire and arched into his caresses instantaneously.

Her body was burning hot.

She bit down on her bottom lip as Gordon surrendered to her needs and stroked his member along her slick, swollen folds. She loosened the embrace of her thighs and stared down to her abdomen, panting and groaning… heaving a loud, shuddering moan of pure pleasure when he entered her glowing depths.

Barney panted quietly. Her intense desire awoke his lust anew. He rested his weight on an elbow and watched them – how Gordon took her with long, slow thrusts while Alyx gasped, whimpered and wheezed under him.

Her cheeks were burning with a sex blush that crept gradually down over her whole bosom now. Her legs untangled behind the scientist's back. She spread her thighs… wide and lecherous, arching her womanhood eagerly into his deliberate, deep strokes. Her folds gaped open with her widely spraddling legs, allowing Barney an unhindered view on her pussy and how Gordon moved back and forth between her labia; entering and leaving her body with lustful thrusts.

The officer stared right onto their groins – following his friend's sensual rhythm… how he shafted her. Watching their act turned him on. He gazed down to Alyx' crotch while stroking himself gently and slowly. His eyes were glued to the stimulating scene; how his mate's manhood slipped to and fro in her open slit, his shaft shimmering wet with her juices. Her clit was big and red now, jutting from her folds.

The security guard licked his fingertips and shoved his hand between the erotically moving bodies next to him. Gordon slowed down when he felt the touch of Barney's knuckles at his loins. He gazed down and followed the gentle stroking of his mate's sinewy hand. The officer fondled her stiff bud with the tip of his middle finger.

The doctor moaned quietly. Her vagina clenched around him ever so often, growing stronger each time. Barney's hand moved gradually faster. The redhead looked over to him. His friend had slipped even closer and leant partly over Alyx meanwhile… watching her aroused expression while masturbating her eagerly. His facial features got lustful again with the handjob.

Barney's sensual mien and how the young woman stared up into the attractive, mature face right above her aroused the physicist even more. He looked at them, panting – how she held the security guard's irresistible gaze… gasping and whimpering with ecstasy… uttering tiny mewling wails of pleasure.

Gordon was so mesmerized with the erotic spectacle, he stopped between her legs and looked from one to the other.

Her slim body arched more and more up. She panted like crazy.

"Soon!" she whimpered with a quivering, high pitched, breathless voice. "Ooooohh Goooood… B-Barney…"

He stroked her faster and faster, competitioning her lustful gasps - mixed with the wet slipping of his fingers in her seething crotch. Alyx clasped Gordon's forearm and groped around blindly 'till she touched the officer's hairy chest, too. Her eyes glazed over, her panting got erratic and loud before she reared up with a small cry. She grabbed Barney's wrist and pressed his fingers onto her madly pulsing clit, groaning deep in her throat.

Her abdomen jerked and bucked, moving up and down in the ecstasy of a mind-blowing release. Gordon's eyes snapped open with her climax… when he felt the full force of her powerful orgasm, clenching around his cock frantically; squeezing him hard and in rapid intervals.

Barney finally pulled his hand away and lay down on his back. He was half erect already and looked over while moving a fist tirelessly up and down his quickly stiffening member. When the doctor got aware of the lustful glance aiming right at his abdomen, he moved inside Alyx again. Very slow now, with long and lecherous thrusts – pulling out of her as far as possible and shoving his meat all the way back inside again. The officer hastily lubed his fingers. He watched the copulating couple beside him and brought himself back to full erection.

The scientist faced him, still thrusting his hips and heaved a soft moan with his lover's sight; how he lay beside them… with spread legs, playing with his balls while his other fist moved eagerly along his quickly hardening manhood. The erotic sight strengthened his longing for Barney to an extent that he finally stopped. He pulled slowly out of Alyx' slick heat and left the bed.

Gordon moved over to the nightstand and pulled the drawer open. The young woman faced him. Her eyes widened at the sight of a translucent tube with lube in his hand. She licked her lips in expectation and lust alike.

"Gordon, c'mon, give me that," she stretched out her arm when she noticed something else inside the drawer - a flesh colored object. The physicist handed her the dildo with a slightly distorted, lecherous little grin.

She stroked her folds and watched expectantly how the redhead slicked his member and knelt down between the security guard's spread thighs at the same time.

"Ooohh yeah," she sighed and probed her wet slit with the rubber toy.

Alyx panted with excitement and slipped closer to Barney, snuggling up to him to have an unobstructed view on both men – right between their bodies… onto their loins. He moaned quietly and pressed his heels onto the mattress, raising his abdomen while Gordon penetrated him with obvious deftness. She watched with growing arousal how Barney's erection swelled to full size again. He grasped his length while his mate moved lustfully back and forth inside him.

She pushed the dildo into her pussy and pleasured herself to the sight of her two friends. The doctor faced her and groaned when he saw her horny expression, thrusting the rubber dong eagerly in and out of her vagina. She stared at them, panting open mouthed and craning her neck in her try to see more of their sexual act.

The scientist shifted a little between Barney's thighs and searched a position that allowed Alyx a better view. The officer panted ecstatically when he got aware about his intentions and spread his legs even more while arching up his pelvis at the same time. He even switched hands at his erection to prevent his upper arm from blocking her view.

"Aaaahhh, yes! Show me," she groaned in an instant and fucked herself harder and faster. "Let me watch, yeah."

Gordon pumped eagerly away, shafting his boyfriend with lust and delight. Both men wheezed and panted, mingled with the slight slaps of their love-making.

The officer moved his hand far down his erection, showing off his big mast for Alyx. She gasped at the sight of his slightly jerking, cut tool and moaned when his half open hand wandered up and down again. His quickening strokes along the tip made slick, slipping noises meanwhile. There was still a bit of sperm oozing from his member, mixing with the first drops of pre-cum.

Alyx stared at her friends. When the physicist sped up and fucked his buddy harder, she almost reached a lustful frenzy. Both guys weren't wheezing anymore. They panted loudly and erratically, moaning breathless with desire. Barney brought himself off with hectic strokes now. He took his hand away to lube his palm with saliva. When his damp shimmering fingers grasped the rigid shaft again, Alyx rolled over and knelt down beside him.

Gordon straightened up to give her more room. His loins moved faster; with lecherous, deep thrusts.

"Gimme your load," the officer groaned and arched into the lustful rhythm. "Fu…fuck me… yeah…"

The doctor pushed his length deeper in and out… with still growing speed, taking him harder. A sensual, throaty moan flowed from Barney's mouth, his lips slightly trembling.

Alyx shoved his hand hastily aside and grasped his cock. Her small fist moved quickly up and down. She groaned. He was so hard and hot in her grip. Her other palm caressed Gordon's smooth, hairless skin. She felt the twitching and tightening of the strong musculature along his flat belly with every thrusting move.

Barney pulled the dildo from her pussy and shoved two fingers all the way up into her vagina. He panted loudly and plunged into her 'till she writhed and arched back into the hard, fast thrusts.

"I'm… close," she gasped and leant down over him, quickly shoving his dick between her opened, trembling lips… still stroking her fist eagerly up and down his length.

The security guard panted louder and louder.

He fucked her hard with his hand now, sliding his thrusting fingers along her g-spot. She whimpered and suddenly pressed his palm between her legs. She grunted and wheezed. Her body shook, jerked and twitched violently.

"Oh God, yes!" Barney moaned and shoved his fingers even deeper into her clenching depths, pushing his knuckles against her folds. "I feel her… c-cum… My… her twat jerks like crazy…"

He groaned, enjoying her orgasm until the strong contractions faded away. Leisurely moving his fingers again, he sled them slowly up and down inside her. She had stopped her blowjob and continued now, pleasuring him fervently. The officer placed his other hand in her neck, guiding her movements.

Their combined rhythm got faster in moments. He arched his loins into her avid sucking, moving her head up and down his pole. Alyx grunted and concentrated on her lecherous task; bringing him off with such greed and want as if her life would depend on it.

The scientist got so turned on by their sight, he got dangerously close to his own climax. Alyx' head bobbed even faster up and down while giving Barney a handjob at the same time; her fist pressed against her mouth. She moved hand and lips in the same, hasty rhythm along his rock hard cock.

"Harder!" the officer panted aloud. "Suck harder…, yeah…"

Gordon stared into his buddies face, watching Barney's rapidly changing expression… the glinting in his half closed eyes… the damp shimmer of white teeth between opened, panting lips; his features distorting with sexual ecstasy.

The doctor moaned. His thrusts came arhythmically; jerking and erratic. Alyx slipped her free hand from his belly down to his fitfully pounding loins.

Barney's head fell back. His mast in her greedily sucking mouth throbbed and pulsed treacherously, becoming really hot and big. He let go of her neck and clenched the sheets with both fists, moving his loins with short, fervent thrusts.

"Aaaaahhh… yeeesss! Ahhh… that's it… suck! **Suck**!!" His breath came out in loud, ragging moans.

Gordon panted rough and wild. He saw the intense lust in his lover's eyes and lecherously distorted face alike. Still buried deep inside him, he felt the powerful contractions just as well, squeezing his member... He saw the hasty twitching of Barney's length and heard Alyx's pleasurable grunts… mixed with his mate's ecstatic moaning.

Her "Mmmm-mmm! Mmmm!.... Mmmm!!" seemingly concurred with every glowing hot spurt hitting her palate and tongue...

The doctor heard her eager gulps and the wet, avid sucking while his boyfriend's crotch still pulsed orgasmically.

That was enough to trigger his own sexual release.

His back and forth motion became frantic and intense.

He grunted and heaved a loud groan. "Aaahh yeah! Me too!"

Alyx shoved a hand between their bodies. Gordon moaned lustfully with her fingers at his shaft; clasping his cock between thumb and two fingers, coiling them around his jerking pole. Her desire to feel his orgasmic twitching and how he came inside his friend strengthened his pleasure even more.

He panted loudly and finally wiped his sweat drenched forehead with the back of his hand, gradually relaxing between the officer's propped up, shivering thighs and gently pulled out of him again.

The young doctor felt like being wrung out, but the security guard on the other hand was totally spent. Barney's cheeks burned with a deep sex flush. He wheezed heavily and ran his fingers gently through Alyx' unruly tuft before he turned his head leisurely around, facing the scientist with a weak, exhausted smile.

The dark woman looked up, licking her lips and placing a soft kiss onto Barney's heaving belly before she straightened up.

Her brown eyes searched Gordon's look. He chuckled with her happy, satisfied expression.

"There's no need to ask if you liked it, I suppose," he began.

"Ooooohh," she sighed, lolling in the ruffled bedding like a purring cat. "I LOVED it!" she whispered, her eyes glinting with the afterglow. She smiled as the doctor laid down on her other side until they formed a giggling entanglement of legs and arms with her slim frame in the middle.

"I really love you two," Alyx suddenly sighed and tried cuddling with both her friends at once.

"Both of us?" Barney asked and slightly raised his head.

"Err… …love?!" Gordon piped up.

She giggled and kissed the doctor's cheek before she faced the officer. He turned his head slightly around and her lips touched his mouth instead. If she was surprised that Barney even prolonged the kiss and slightly pressed his lips against her own – she never showed it though.

Alyx merely looked him in the eye. He grinned a little and gave her a small, almost furtive wink.

"_I wonder what other surprises this …ménage à trois… is going to __offer__ in the future_," she thought and lay down again, pulling her friends even closer.

Sexually sated and happy, it didn't take long for her to doze off. Barney's and Gordon's hand gently stroking her belly and finally intertwining their fingers over her stomach was the last she was aware of before drifting off to sleep – a faint smile still tugging at her lips.

END


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